UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Web Access Intellectual Property Purchase Agreement
On July 30, 2025, pursuant to the certain Settlement Agreement and Release of All Claims dated as of July 30, 2025 (the “Settlement Agreement”), Datavault AI Inc., a Delaware Corporation (the “Company”) entered an intellectual property purchase agreement (the “Web Access IP Purchase Agreement”) with Web Access, LLC (“Web Access”), pursuant to which the Company has agreed to purchase certain intellectual property and other related assets and liabilities from Web Access (the “Web Access IP Assets”).
Pursuant to the Web Access IP Purchase Agreement, the Company has agreed to acquire the Web Access IP Assets in exchange for the issuance of 3,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”). Web Access and an affiliate of Web Access will have certain registration rights for (i) the Shares and (ii) an additional 300,000 shares of outstanding Common Stock pursuant to the Settlement Agreement, pursuant to that certain registration rights agreement with the Company and the holders of the registrable securities descibed therein, dated as of July 30, 2025 (the “Registration Rights Agreement”).
The Company has acquired no rights in relation to any intellectual property related to Web Access’s “Weed Wagon” intellectual property. Web Access has no further right to use of the Web Access IP Assets and shall not use any confusingly similar marks or domain names.
The Web Access IP Purchase Agreement includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations, including, without limitation, certain third-party agreements. The Company’s CEO, Nathaniel Bradley, is a member and manager of Web Access.
The foregoing summary of the Web Access IP Purchase Agreement and of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Web Access IP Purchase Agreement and of the Registration Rights Agreement, copies of which are attached hereto as Exhibit 10.1 and 10.2 and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure required by this Item in connection with the Web Access IP Purchase Agreement and included in Item 1.01 of this Form 8-K is incorporated herein by reference.
The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The securities will be issued and were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act, and Rule 506 promulgated under Regulation D of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Web Access IP Purchase Agreement, dated as of July 30, 2025. | |
| 10.2 | Registration Rights Agreement, dated as of July 30, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 30, 2025 | DATAVAULT AI INC. | ||
| By: | /s/ Nathaniel Bradley | ||
| Name: | Nathaniel Bradley | ||
| Title: | Chief Executive Officer | ||